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United States securities and exchange commission logo
April 18, 2022
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonam rica
Montevideo, 91600, Uruguay
Re: Satellogic Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed April 11,
2022
File No. 333-262699
Dear Mr. Kargieman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
28, 2022, letter.
Amendment No. 1 to Form F-1
Cover Page
1. We note your responses
to prior comments one and three. Please further revise your
prospectus cover to (i)
state, if true, that no separate consideration was paid for the
warrants, (ii) disclose
the current market price for your $8.63 warrants traded separately
on Nasdaq and whether
market prices exist for your other warrants, (iii) disclose the
purchase price for the
Class B ordinary shares, and (iv) highlight that the Sponsor and
other selling
securityholders may experience a positive rate of return based on the current
trading price, while
public securityholders may not experience a similar rate of return.
Please make
corresponding changes to the prospectus summary.
Emiliano Kargieman
Satellogic Inc.
April 18, 2022
Page 2
Summary Terms of the Offering, page 15
2. We note your responses to prior comments five and six. Please
additionally revise your
summary to disclose the percentage of your outstanding shares that are
represented by the
shares being offered. Highlight the significant negative impact that
sales of shares on this
registration statement could have on the public trading price of the
Class A ordinary
shares. Please revise the use of proceeds item here to include the
lesser expected proceeds
($44.7 million) in light of the current market price and exercise
dates, consistent with your
cover page and use of proceeds section. Revise the table on page 17 to
include shares
underlying the PIPE Warrants and to reconcile the founder shares'
purchase price with
disclosure elsewhere.
General
3. We note your response to prior comment one regarding the additional
shares, as well as
related disclosure on pages 9, 18, and 56. Please further address the
following:
The aggregate number of shares being offered appears to count
the additional shares
twice, since a corresponding number of shares will be forfeited
and cancelled
(while the reissuance of cancelled shares is contingent on a $15
future market price).
Tell us why this is appropriate (addressing any inconsistency
with the number of
shares being registered) or, alternatively, reduce the aggregate
number of shares
being offered (while maintaining the maximum potential shares
offered per holder,
with appropriate disclosure explaining that the actual allocation
will
depend on issuance of the additional shares and cancellation of
forfeiture shares).
Ensure that the opinion filed as Exhibit 5.1 addresses the
additional shares, and
covers all the registered securities, consistently with the
foregoing.
Revise your disclosure to clarify when the additional shares
will be determined and
issued, how this information will be communicated to investors,
and how the
additional shares are treated throughout the prospectus, for
instance to determine the
percentage of outstanding shares represented by the offering.
FirstName
LastNameEmiliano Kargieman
Confirm whether assuming the maximum number of additional shares
yields the
Comapany lowest
NameSatellogic Inc.
effective price. If this is not the case, please make
appropriate assumptions to
April 18, 2022 Page 2 disclose the lowest effective price.
additionally
FirstName LastName
Emiliano Kargieman
FirstName LastNameEmiliano Kargieman
Satellogic Inc.
Comapany
April NameSatellogic Inc.
18, 2022
April 318, 2022 Page 3
Page
FirstName LastName
Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at
202-551-3397 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Flora P rez